THE DIRECTOR OF NATIONAL PARKS AND WILDLIFE, a body corporate established
by the National Parks and Wildlife Conservation Act, 1975 and to be continued
in existence by the Environment Protection and Biodiversity Conservation Act
1999 as a body corporate by the name Director of National Parks ("DNP").

AND

COMMONWEALTH SCIENTIFIC AND INDUSTRIAL RESEARCH ORGANISATION, a body
corporate established by the Science and Industry Research Act, 1949 through
its Division of Plant Industry ("CSIRO")

WHEREAS:

A. Under agreements dated 22 November 1993 and 28 April 1998 (First
Centre Agreement) the Parties were participants in an unincorporated
joint venture known as the Centre for Plant Biodiversity Research and Australian
National Herbarium, which terminated on 31 December 1999.

B. The Parties wish to continue the joint venture to encourage and pursue
the performance of co-operative research in the field of plant biodiversity
and to create an enhanced herbarium capability.

C. The Parties have agreed to carry out the joint venture under the
name "The Centre for Plant Biodiversity Research".

D. The Parties have agreed between themselves that the activities of
the Centre are to be regulated upon the terms and conditions set out in
this Agreement.

NOW IT IS AGREED AS FOLLOWS:

PART A: INTRODUCTION

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless a contrary intention appears from the context,
the following definitions shall apply:

"Account" means the account established under clause 16.2;

"Activities" means the research, curatorial, informative, educational
and commercial activities of the Centre specified in Schedule D and includes
the Programs;

"Annual Contribution", in relation to a Party, means that part of
the Party's Contribution to be made available to the Centre in a particular
Financial Year as determined under clause 15.4, and "Annual Contributions"
means the aggregate of the Annual Contribution of each of the Parties;

"Asset" means an item of real or personal property but does not
include Intellectual Property;

"Background Intellectual Property" means that Intellectual Property
specified in Schedule A which is made available for the Activities by a
Party, at the Commencement Date or during the Term of the Centre, and which
has been adequately identified by that Party before being so made available;

"Board" means the Board of the Centre established under clause 8;

"Budget" means the annual budget for the Centre prepared and approved
under clause 14;

"Centre" means the Centre for Plant Biodiversity Research including
the Australian National Herbarium;

"Centre Agent" means the Party or other person appointed by the
Parties under clause 16;

"Centre Intellectual Property" means Intellectual Property developed
as a result of the Activities;

"Centre Resources" means the resources made available to the Centre,
including the Contributions and any resources provided by third parties;

"Commencement Date" means 1 January 2000;

"Commercialise" in relation to Intellectual Property means to develop,
manufacture, use, sell, offer to sell or hire the Intellectual Property
or, in respect of a product resulting from that Commercialisation, to use,
manufacture, hire, sell or otherwise dispose of the product, or keep it
for the purpose of doing any of these things or permit or license any other
person to do any of these things and "Commercialisation" shall be
similarly construed;

"Confidential Information" means all trade secrets and know-how,
financial information and other commercially valuable information of whatever
description and in whatever form (whether written or oral, visible or invisible)
but excludes the interpretation, analysis and application of general information
in the public domain;

"Contribution", in relation to a Party, means all of the monies,
Assets, Seconded Personnel, Premises, Equipment and services to be contributed
by the Party to the Centre, but does not include any Intellectual Property,
and "Contributions" means the aggregate of the Contribution of each
of the Parties;

"Director" means the director of the Centre appointed under clause
10 ;

"Equipment" means the equipment specified in Schedule B to be made
available by the Parties as part of the Contributions;

"Executive Assistant" means the person appointed to act as executive
assistant of the Centre under clause 11;

"Executive Committee" means the executive committee of the Centre
appointed under clause 13;

"Financial Year" means a period of twelve months or part thereof
ending on 30 June;

"Intellectual Property" includes all copyright and neighboring rights,
and all rights in relation to inventions, plant varieties, registered and
unregistered trade marks (including service marks), registered designs,
Confidential Information and circuit layouts, and all other rights resulting
from intellectual activity in the industrial, scientific, literary or artistic
fields;

"Objectives of the Centre" means the objectives listed in clause
3;

"Party" means a party to this Agreement at the Commencement Date
their heirs, permitted assigns and successors and includes any person admitted
to be a new member of the joint venture forming the Centre under clause
31;

"Patent" means any copyright and/or any plant variety and/or patent
application arising from the Activities filed in Australia or in any foreign
jurisdiction including any and all continuations, continuations in part
or divisions thereof or any substitute applications thereof and for any
and all plant variety rights and/or patents, granted or released as a result
of such applications and all such copyrights subsisting;

"Performance Indicators" means those criteria for measuring whether
the Centre is achieving its Objectives, as specified in the Strategic Plan

"Premises" means the premises specified in Schedule B to be made
available by the Parties as part of the Contributions;

"Program" means a research, training or Commercialisation program
specified in Schedule D to be carried out as part of the Activities;

"Program Leader" means a person appointed by the Board under clause
19 to act as leader of a Program;

"Publication" means those outputs presenting information in electronic,
hardcopy and all other forms of media;

"Rules" means the enacting legislation and provisions thereunder,
Memorandum and Articles of Association or any other form of provisions or
policy statements governing the organisation and operation of a Party;

"Seconded Personnel" means the personnel of a Party to be seconded
by it to the Centre as part of that Party's Contribution, as listed in Schedule
C;

"Strategic Plan" means the plan developed by the Parties to reflect
the strategic directions of the Centre over the next 5 year period, and
incorporating performance indicators;

"Term of the Centre" means the period ascertained in accordance
with clause 5.

1.2 In this Agreement, unless the context indicates to the contrary:

(a) the expression "person" includes an individual, a body corporate,
a joint venture, a trust, an agency or other body;

(b) references to any Party to this Agreement shall include the
Party's legal successor (including executors and administrators) and permitted
assigns;

(c) words importing the singular shall include the plural (and vice
versa) and words denoting a given gender shall include all other genders;

(d) clause headings and notes in square brackets are inserted for
convenience only, and have no effect in limiting or extending the language
of provisions, except for the purpose of rectifying any erroneous cross
reference;

(e) references to any document or agreement shall be deemed to include
references to such document or agreement as amended, novated, supplemented,
varied or replaced from time to time;

(f) references to any legislation or to any provision of any legislation
shall include any modification or re-enactment of such legislation or any
legislative provision substituted for, and all legislation and statutory
instruments issued under such legislation;

(g) all attachments to this Agreement shall form part of this Agreement;

(h) all monetary amounts referred to in this Agreement shall be
deemed to be in Australian currency;

(i) all references to clauses are references to clauses in this
Agreement.

PART B: ESTABLISHING THE CENTRE

2. ESTABLISHMENT OF JOINT VENTURE

2.1 The Parties hereby form and agree to constitute themselves in an unincorporated
joint venture to be known as the Centre for Plant Biodiversity Research for
the purpose of carrying out the Activities.

2.2 The Parties agree that:

(a) the rights, duties, obligations and liabilities of the Parties
shall in every case, be several and not joint or joint and several;

(b) the relationship between the Parties is one of joint venturers
and is limited to carrying out the Activities so that, except for clause
16, nothing contained in this Agreement constitutes any of them as agent,
partner or trustee of any other of them, or creates any agency, partnership
or trust for any purpose whatsoever;

(c) except as otherwise specifically provided in this Agreement,
a Party does not have any authority or power to act for, or to create or
assume any responsibility or obligation on behalf of, any other Party; and

(d) except as otherwise specifically provided in this Agreement,
liabilities of the Centre incurred by or on behalf of all Parties for the
purposes of the Activities shall be incurred severally and not jointly by
each Party in equal shares.

2A TRANSITION ARRANGEMENTS

2A.1 At the Commencement Date all funds in the account maintained by the
Centre Agent under the First Centre Agreement will become funds available
to the Centre and will be applied to the Activities of the Centre.

2A.2 In relation to jointly owned Centre Intellectual Property arising
from the activities under the First Centre Agreement ("First Centre IP") the
Parties agree:

that they own the First Centre IP as tenants in common in equal shares;
and

to make available the First Centre IP as Background Intellectual Property
for the term of the Centre.

2A.3 In relation to assets acquired by the Centre arising from the activities
under the First Centre Agreement the Parties agree:

that they own the assets as tenants in common in proportion to the cash
component of each Partys Annual Contribution in relation to the total
cash contribution to the Centre account by the Parties; and

to make available the assets to the Centre as part of their Contributions.

3. OBJECTIVES OF THE CENTRE

3.1 The objectives of the Centre are:

(a) to create be a National Centre of research excellence in the fields
of plant systematics and conservation biology, as a basis for conservation
and sustainable management and use of Australian vegetation;

(b) to develop and manage scientific collections of Australian and
related floras as the Australian National Herbarium, a permanent record
of Australian plant diversity, and as a resource for research on these
floras, and to provide the scientific authenticity of the ANBG.;

(c) to provide a national focus for and play a role in national botanical
database management, and to represent and promote Australia internationally
within the botanical database management field;

(d) to pursue research, education and training relevant to Centre
programs and objectives;

to ensure that the two parties add value to each other and the Centre,
through their differing backgrounds and disciplines, and, through the
Centre, serve the Parent Bodies and stakeholders, including the Living
Collections of the Parties; and

to maximise the benefits flowing from applications of Centre Intellectual
Property.

4. MAJOR COVENANTS

4.1 Each Party covenants and agrees with each other Party:

(a) to diligently conduct the Activities in accordance with good scientific,
academic, commercial and industrial practice and observe and perform its
obligations and commitments set out in this Agreement;

(b) to keep each other Party informed about new research opportunities
within the scope of the Activities known to Seconded Personnel (subject
to third party obligations of confidence) which could be undertaken as
part of the Activities;

(c) to make the Centre and its role widely known within each Party's
organisation, with the aim of encouraging all relevant Activities to be
undertaken in connection with the Centre and not independently;

(d) to provide its Contribution to the Centre as specified in Schedule
A and in accordance with the terms of this Agreement;

(e) to make available Background Intellectual Property in accordance
with the terms of this Agreement;

(f) not to do or cause or permit to be done any act, matter or thing
whereby any Party's rights to Intellectual Property could be in any way
jeopardised;

(g) not to use any of the Contributions or other cash Centre Resources
for any purpose other than to carry out the Activities; and

(h) that it shall operate within its own Rules when carrying out the
Activities and that it shall not impose an obligation on another Party
to carry out Activities which may be contrary to that Party's Rules.

4.2 Each Party covenants with the other Parties that it will do all things
necessary and procure that its Seconded Personnel do all things necessary
to ensure that the Centre Resources are applied only towards establishing
and operating the Centre for the purposes of the Objectives of the Centre
and the performance of the Activities in accordance with this Agreement.

4.3 Notwithstanding the above, each Party reserves the unrestricted right
to continue with or engage in research or training outside the Activities
without consulting the other Parties and to retain all benefits arising from
such research.

5. TERM OF THE CENTRE

5.1 This Agreement shall commence operation on the Commencement Date and,
subject to clause 29, shall remain in force until 31 December 2009 or until
the Parties by written resolution agree to terminate the Centre, whichever
first occurs.

6. LOCATION OF ACTIVITIES AND ACCESS

6.1 The Activities shall be conducted at the Premises and with the Equipment
specified by the Parties in relation to each of those Activities in Schedule
B.

6.2 Each Party ("the Host") shall at all reasonable times give to any
other Party or its Seconded Personnel ("the Visitor") access to Premises occupied
by the Host where the Activities or any part of them are to be carried out.

6.3 Notwithstanding clause 6.2, the Host may require as a condition of
such access that the Visitor complies with all reasonable directions and procedures
relating to occupational heath and safety and security in effect at or relating
to those Premises or in regard to that Equipment as notified by the Host.

6.4 Each Party retains ownership of the Premises and Equipment it contributes
to the Activities.

6.5 Assets purchased by the Centre from Annual Contribution by the Parties
shall be owned by the Parties as tenants in common in accordance with Clause
24.1.

6.6 The Parties record their intention to work together and use reasonable endeavours
to obtain funds for increased accommodation for the Centre staff and collections.

PART C: ORGANISING THE CENTRE

7. MANAGEMENT STRUCTURE

7.1 The Management Structure of the Centre shall consist of the Board,
the Director, the Executive Committee, and any committee established by the
Board from time to time.

8. COMPOSITION OF THEBOARD

8.1 The Parties shall establish the Board, which shall be comprised of
two appropriately qualified representatives from each Party nominated in writing
to all other Parties by the nominating Party, and the Director. The Board
shall appoint an independent chairperson whose term, conditions of appointment
and functions shall be determined by the Board.

8.2 Each of the representatives of the Parties shall have one vote. In
the case of a deadlock the independent chairperson shall have a casting vote.

8.3 The Director shall not have a vote.

8.4 Each Party may at any time and from time to time remove its representative
on the Board and appoint another representative in that person's stead. Such
appointment and removal shall be effective only upon receipt of notice in
writing to the chairperson.

8.5 The Board must regulate its own proceedings (including mode of operation,
frequency of meetings, minutes) and shall meet in person, by telephone or
by video link-up and the like, provided however that the Board shall meet
at all times necessary for it to discharge its obligations as set out in this
Agreement in a proper and timely manner and at least once every six months
commencing on the Commencement Date. The Board will meet whenever the Parties
determine or when a meeting is called by a Board member provided that not
less than fourteen days written notice has been given to all other Board members.

8.6 The amendment of the Objectives, the change of legal status of the
Centre and the admission of a new party to the Centre shall require unanimous
approval from the Board. All other resolutions to be decided by any meeting
of the Board must be decided by majority of the voting rights of the representatives
present.

8.7 Should a place on the Board become vacant, that position shall be
replaced by the Party whom the vacating member represents, whether that vacancy
is casual or otherwise.

8.8 Each Party may from time to time, and with the approval of the Board,
appoint any person as an alternate member in place of its member, whether
for a stated period or periods, or until the happening of a specified event,
or from time to time, whenever by absence or illness or otherwise a member
is unable to attend to duties as a member. The appointment shall be in writing,
signed on behalf of the Party and a copy of the appointment shall be given
to the Secretary, or other officer authorised by the Board, at least twenty-four
hours before the meeting which the alternate is due to attend (or such other
time as the Board permits). The appointment of the alternate shall be co-terminous
with that of the member whom he or she represents. If the alternate fails
to attend two consecutive meetings the chairperson may consult with the Party
whom the alternate represents with a view to having that Party nominate another
representative.

8.9 The quorum for the Board shall be the chairperson and two representatives,
one from each Party.

8.10 Subject to sub-clause 8.11, any approval, decision or determination
which the Board is competent to give or make may be submitted to the members
of the Board for consideration and vote, without holding a meeting, and the
vote shall be treated as a vote made at a meeting of the Board, PROVIDED THAT:

(a) each member is given written notice of such matter;

(b) each member or his alternate has a period of at least
five days (or such other agreed period) after receiving notice of the
matter to vote on the matter; and

(c) within such period, no member requests that such matter
be considered at a meeting of the Board.

8.11 Whenever a matter is so submitted, each member shall vote by giving
written notice of his vote to the Secretary, or other officer authorised by
the Board, and any matter which receives approval of voting members holding
not less than sixty percentum of the total voting rights shall be binding
on each Party in the same manner as if the resolution had been passed at a
meeting of the Board.

8.12 The written record of each decision made under clauses 8.10 and 8.11
shall be kept by the Secretary, or other officer authorised by the Board,
and a copy shall be distributed to each member of the Board, as soon as practicable
after the vote is taken.

9. FUNCTIONS AND POWERS OF THE BOARD

9.1 The Board shall control the policy, practices, management and operation
of the Centre.

9.2 The Board shall, in addition to the general power of management conferred
on it under clause 9.1, have the following specific powers:

(a) Performance

(i) to determine and review Centre policy on all matters relating
to the Objectives and Activities;

(ii) to determine or modify the Performance Indicators;

(iii) to use its best endeavours to ensure that the Centre
and its Activities are carried on in accordance with the provisions of
this Agreement and that the Objectives are achieved in accordance with
the Strategic Plan;

(iv) to review and amend the strategies to be employed in
achieving the Objectives and Activities in accordance with this Agreement;

(v) to give directions and instructions to the Director, and
such other persons acting within the Centre as it deems fit;

(vi) to approve, at least annually, the changes to the Parties'
Contributions in Schedule A;

(vii) to oversee and review the commitment of the Parties
to the Centre;

(viii) to determine and implement procedures for the protection
of and use by the Parties and third parties of Background Intellectual
Property and Centre Intellectual Property;

(ix) to determine the strategy and process of Commercialisation
of Centre Intellectual Property, and to assess its success having regard
to the individual requirements of commercialisation and to determine the
distribution of any royalties and licence fees derived from such Commercialisation;
and

(x) to determine the Centre's research and education strategies;

(b) Staffing

(i) to appoint, remove and determine the functions of the
Director in accordance with clause 10 and to recommend to the Party employing
the Director that that Party consult with the other Parties concerning
the Director's terms and conditions;

(ii) to appoint, remove and determine the functions of , the
Program Leaders and the Centre Agent in accordance with this Agreement;

(iii) to appoint, remove and determine the role of such personnel
and committees as from time to time may be required; and

(iv) to approve the secondment of personnel as required; and

(v) to determine in consultation with the Director which Party
shall employ persons not currently employed by one of the Parties;

(c) Finance

(i) to set budgetary priorities;

(ii) to receive and approve Budgets;

(iii) to establish protocols for the calculation and the value
of a Party's in kind (non-cash) Contributions and to determine, following
such protocols, the value of in kind (non-cash) and cash Contributions;

(iv) to approve any variation in the amount of the Parties'
Contributions; and

(v) to authorise all expenditure on behalf of the Centre;

(d) General

(i) to approve and terminate the Programs and to receive and
consider reports from the Director concerning the performance of the Activities;

(ii) to promote co-operation between the Parties;

(iii) to determine issues of membership;

(iv) to delegate such powers of the Board to such persons
as determined by the Board;

(v) to amend the Schedules, provided that any Party who is
thereby required to make additional Contributions or whose Background
Intellectual Property or Centre Intellectual Property may be affected
has agreed to such amendment; and

(vi) to carry out such other functions as are ascribed to
it under this Agreement or that the Parties may request it to undertake
meet for the purposes objectives of the Centre.

9.3 Each Party warrants that its representatives are vested with the necessary
power and authority to carry out their duties as a member of the Board as
set out herein, including the execution of any agreements required to carry
out the Activities.

9.4 Each Party acknowledges that its chosen representative is to be accountable
to the Party by whom he or she is chosen with respect to that Party's performance
in the Centre.

9.5 The authority of the Board will not extend to the following matters,
the authority over which is retained by the Parties:

(a) the acquisition or disposal of any interest in land;

(b) external borrowing of funds whether secured or unsecured;

(c) the entry into any lease or hire of capital equipment;
and

(d) career aspects (promotion, salary and other related matters)
of staff of a Party, unless otherwise agreed.

9.6 The Board shall not act ultra vires of the enabling legislation of
DNP or CSIRO.

9.7 In exercising its powers and functions under this clause the Board
shall have regard to any relevant policy of the Parties as notified to the
Board by each Party's representative(s) on the Board.

9.8 A decision of the Board shall be binding on the Parties unless the decision
is inconsistent with this Agreement, is expressly reserved to the Parties or
any one of them under this Agreement or is one which requires any of the Parties
to do or execute any act, document or thing which is ultra vires or conflicts
with the internal procedures of that Party.

10. DIRECTOR

10.1 The Director of the Centre is to be appointed and removed by the
Board and shall exercise his or her office for as long as the Board determines.
At the Commencement Date the Director shall be Dr Judy West from CSIRO.

10.2 CSIRO or DNP agrees that one of them will appoint the Director as
one of its employees for the term of the directorship and to fund the position
of Director.

10.3 The Director may resign office by giving three month's written notice
to the Board.

10.4 The Director's role is to:

(a) provide scientific leadership to and make every effort
to ensure the scientific excellence of research by the Centre;

(b) ensure that the Activities are carried out in accordance
with the Budget;

(c) facilitate collaboration between the Parties;

(d) report to the Board on all the Activities;

(e) represent, as authorised by the Board, the Centre in external
dealings with others;

(f) approve temporary (less than one year) appointments to
the Centre;

(g) facilitate and co-ordinate liaison between the Centre
research personnel and the Parties;

(h) carry the primary financial delegation from the Board;

(i) supervise staff engaged in the Activities;

(j) work with the Program Leaders to develop and maintain
the Programs;

(k) allocate the Contributions to each Program in accordance
with the Budgets;

(l) manage the business support facilities of the Centre;

(m) ensure that the Parties' Contributions are provided to
the Centre as pledged and that the record of Contributions in Schedules
A, B and C is updated at least annually with the approval of the Board;

(n) prepare or arrange for the preparation of the Budget and
separate budgets for each Activity;

(o) identify additional personnel requirements of the Centre
and arrange for the secondment, release or appointment of the same subject
to the approval of the Board;

(p) monitor the performance of the Centre in carrying out
the Activities against the Performance Indicators, the Objectives and
Budgets;

(q) monitor and assess the performance of the Centre Agent,
Seconded Personnel, the Activities and the Centre generally against the
Performance Indicators and report such performance to the Board as and
when the Board determines;

(r) monitor and assess the performance of any third parties
involved in the Commercialisation of Centre Intellectual Property against
any performance criteria stipulated in the Commercialisation Agreement
and report such performance to the Board as and when the Board determines;

(s) approve monetary reimbursement to the Centre Agent for
expenses properly incurred by it in carrying out its functions under this
Agreement and the Centre Agent;

(t) ensure that the Parties effect and maintain all usual
insurances for reasonable amounts approved by the Board in relation to
a Party's Assets and Equipment contributed to a Program, the conduct of
a Program and the Seconded Personnel engaged in a Program;

(u) carry out the decisions of the Board;

(v) carry out such other duties as are ascribed to the Director
under this Agreement;

(w) perform such other functions as are determined by the
Board; and

(x) nominate an Acting Director from the senior seconded personnel
to perform the duties of the Director in his absence for a period of up
to 4 weeks.

10.5 The Director shall not be responsible to the Parties for any liability,
loss, harm, damage, cost or expense (including legal fees) that the Parties
may suffer, incur or sustain arising out of the Programs or the tasks of the
Director in performing its duties or obligations under or by virtue of this
Agreement, except to the extent that such liability, loss, harm, damage, cost
or other expense arises from the Director's willful misconduct, bad faith
or negligence.

10.6 The Parties hereby irrevocably and unconditionally indemnify and
undertake and agree to keep indemnified and save harmless the Director from
and against any and all liability, loss, harm, damage, cost or expense (including
legal fees) that the Director may suffer, incur or sustain as a result of
any suit, claim or demand brought or made against the Director and arising
out of the activities of the Director in performing his or her duties or obligations
as the Director under or by virtue of this Agreement except to the extent
that such liability, loss, harm, damage, cost or expense arose from the Director's
willful misconduct, bad faith or negligence.

11. EXECUTIVE ASSISTANT

11.1 The Director may appoint an Executive Assistant to carry out the secretarial
requirements of the Board and the Centre and to carry out such other administrative
functions as either the Director or the Board determines.

11.2 The Party employing the Director shall be responsible for appointing one
of its employees to a position of Executive Assistant.

11.3 Without limiting the generality of clause 11.1, an Executive
Assistant appointed under that clause shall:

(a) in consultation with the Board's chairperson and the Director,
give notice of, and prepare an agenda for, each Board meeting;

(b) prepare minutes in draft form of all meetings of the Board
and circulate them to all representatives as soon as possible after the
meeting has been held. Approval of minutes must take place at the next
following meeting or at such other time as the Board determines; and

(c) notify the members of the Board of the next meeting.

12. COMMITTEES

12.1 The Board may appoint in consultation with the Director committees,
comprising scientists eminent in disciplines relevant to the Activities, representatives
of user organisations and other appointees as deemed appropriate by the Board.

13. EXECUTIVE COMMITTEE

13.1 The Board will establish an Executive Committee to conduct the day
to day activities of the Centre.

13.2 The Committee will consist of:

(a) the Director;

(b) the Program Leaders and

(c) ex-officio appointments from DNP and CSIRO at the request
of theas endorsed by the Director as appropriate.Board.

13.3 The Committee's primary responsibility will be to advise the Director
on the following:

(g) collaborating and liaising with third parties outside the Centre..

13.4 The decisions of the Executive Committee shall be advisory only and
shall not bind the Director, the Board or the Parties.

13.5 The Executive Committee shall be presided over by the Director and
shall meet once a month or at such other time as the Director determines.

13.6 All questions before the Executive Committee shall be decided by
majority vote and the Director shall have a second or casting vote in the
case of a deadlock.

13.7 Subject to this clause, the Executive Committee shall regulate its
own proceedings (including mode of operation, frequency of meetings, minutes)
and shall meet (whether in person, by telephone or video link-up or the like)
provided however that the Executive Committee shall meet at all times necessary
for it to discharge its obligations as set out in this Agreement in a proper
and timely manner and at least once every three months commencing from the
Commencement Date.

PART D: MANAGING THE RESOURCES

14. BUDGETING

14.1 The Budget for the first Financial Year is specified in Schedule
E;

14.2 Prior to the commencement of each subsequent Financial Year the Director
together with the Parties shall prepare a draft Annual Contribution
and Budget setting out the financial requirements for the carrying
out of the Activities for that year.

14.3 The draft Annual Contribution and Budget shall be submitted to the
Board for approval.

14.4 In approving the draft Budget, the Board shall determine, for the
Financial Year in question -

(c) the Centre Resources to be made available to each Party in
the Financial Year in question for the purpose of carrying out the Activities.

14.5 Each Partys Annual Contribution during the first six month
period of the Term of the Centre is set out in Schedule A. Each Partys
Annual Contribution for subsequent years will be as approved by the Board.

14.6 The Budget during the first six month period of the Term of the Centre
is set out in Schedule E. The Budget for subsequent years will be as approved
by the Board.

15. CONTRIBUTIONS

15.1 Each Party covenants and agrees with the other Parties to pay to
the Centre Agent the cash component of its Annual Contribution and to apply
to the Activities the in-kind component of its Annual Contribution in accordance
with the Budget and in the manner determined by the Board.

16. CENTRE AGENT AND ACCOUNT

16.1 The Board shall appoint a Party or other person to act as Centre
Agent for the purposes set forth in this clause 16, and for such other
purposes as the Board may determine at the time of appointment.

16.2 At Commencement Date the Centre Agent shall be CSIRO through its
Division of Plant Industry.

16.3 The Centre Agent shall establish and oversee the operation of a bank
account for the Centre.

16.4 It shall be the responsibility of the Centre Agent to consolidate
the accounting information provided to it by the Parties in accordance with
clause 17.2.

16.5 The Centre Agent shall provide to the Director, at least on a monthly
basis, detailed budget versus expenditure reporting as determined by the Director.

16.6 The Centre Agent shall seek and accept from each Party the cash component
of its Annual Contribution, receive all other income of the Centre, and credit
those amounts, and any interest earned thereon, to the Account.

16.7 The Centre Agent shall disburse moneys credited to the Account as
follows:

(a) income tied to a grant or a particular contract with a third
party shall be administered for the purposes of that grant or contract
as part of the Activities , which may include the deduction of an amount
representing a contribution to the cost of providing facilities used in
the project supported by the grant or contract;

(b) income in the form of royalties or licence fees derived from the
Commercialisation of Centre Intellectual Property shall be distributed
in the manner specified by the Board; and

(c) any other income shall be used for the Activities.

16.8 The Centre Agent may, subject to the terms of its appointment, draw
upon the Account to meet its reasonable expenses and agreed remuneration,
and such drawings shall be deemed to be expenses incurred in the performance
of the Activities.

16.9 The Centre Agent may invest, in accordance with Treasury guidelines,
any Account funds which are not immediately required by the Centre and shall
deposit all interest so earned in the Account.

16.10 The Centre Agent shall manage the income and expenditure of the
Centre in accordance with proper accounting practice.

16.11 The Centre Agent shall not be deemed to be an agent for any of the
Parties except for the purposes contemplated by this clause 16 nor shall any
inference of partnership be drawn between the Centre Agent and the Parties.

16.12 Nothing in this Agreement shall be taken to in any way authorise
or permit the Centre Agent to incur any liabilities or undertake any obligations
on behalf of or in the names of any of the Parties except as specifically
authorised herein.

17. SEPARATE ACCOUNTING OF THE PARTIES

17.1 Each Party shall be responsible for keeping separate financial accounts
which shall record:

(a) the cash component of its Contribution and expenditure associated
with its participation in the Centre; and

(b) all monies which are received by that Party directly from
a third party for the Activities; and

(c) all expenditure incurred by it in carrying out the Activities.

17.2 Each Party shall provide the Centre Agent within fourteen days of
a written request being received from the Centre Agent all necessary information
from the above accounts for the Centre Agent to comply with any financial
reporting requirements to which the Centre may be subject.

18. ASSETS

18.1 This clause applies to any Asset:

(a) included as a part of the Annual Contribution of a Party to
the Centre; or

(b) provided to a Party as part of the non-cash resources made
available to that Party.

18.2 Unless otherwise agreed between the Parties, an Asset to which this
clause 18 applies shall be or remain vested in the Party concerned.

18.3 Unless otherwise agreed between the Parties an Asset shall remain
at the premises of the Party having title to the Asset.

18.4 During the Term of the Centre the Party having title to an Asset
shall not charge, mortgage, pledge or otherwise encumber the Asset.

18.5 During the Term of the Centre the Party having title to an Asset
shall be responsible for insurance, maintenance and any other costs and liabilities
associated with the Asset. However, the Board may treat those costs or part
thereof as part of the Annual Contribution of the Party.

18.6 During the Term of the Centre the Party having title to an Asset
shall make the Asset available for the Activities.

PART E: PROGRAMS AND SECONDED PERSONNEL

19. PROGRAMS

19.1 The Parties agree to carry out the Programs, which shall be directed
towards the achievement of the Objectives of the Centre.

19.2 Each Program shall be managed by a Program Leader appointed by the
Board from among the Seconded Personnel.

19.3 Each Program Leader shall report to the Director and shall be responsible
for:

(a) the day to day management of their Program;

(b) the total performance of the Program including the Program's
co-operative functions, scientific and financial management;

(c) the recognition of current and emerging issues relevant to
the Program, and preparation of proposals to address them;

(d) carrying out the functions ascribed to them in this Agreement;
and

(e) carrying out such additional functions as the Board may determine.

20. SECONDED PERSONNEL

20.1 Each Party covenants and agrees with the other Parties to second
to the Centre its Seconded Personnel for such time and for such purposes as
determined by the Board.

20.2 Seconded Personnel of each Party shall remain subject to the terms
and conditions of employment of that Party and shall be replaced if recommended
by the Board.

20.3 DNP warrants that where its Seconded Personnel are or include employees
provided or made available to the Director by or under an arrangement with a
third party the DNP has the approval of that other party to second these employees
to the Centre for the purposes of and in accordance with this Agreement..

20.4 Each Party covenants and undertakes to procure that Centre Intellectual
Property created by any of its Seconded Personnel shall be owned and dealt
with according to the provisions of this Agreement.

20.5 A Party may withdraw from the Centre any of its Seconded Personnel
following consultation with the other Parties and upon giving reasonable notice
to the Board, provided it replaces such personnel with a person or persons
(as the case may be) acceptable to the Board.

20.6 Should the Centre require the services of persons not presently employed
by any of the Parties, such persons shall be retained under arrangements determined
by the Board. Unless otherwise directed by the Board, persons so retained
shall be employed by DNP or CSIRO upon terms and conditions set by that Party

20.7 Any persons engaged under clause 20.6 and any work performed by such
persons for the purposes of the Centre shall be considered to be the Contribution
of the Party employing such persons.

PART F: OUTCOMES AND RESULTS

21. BACKGROUND INTELLECTUAL PROPERTY

21.1 From time to time during the Term of the Centre, a Party may make
Background Intellectual Property available for the Activities, on such terms
and conditions as it thinks fit.

21.2 Each of the Parties represents and warrants to each other that:

(a) it is the owner of and is entitled to use the Background Intellectual
Property which it makes available for the Activities;

(b) except to the extent disclosed to the remaining Parties at
the time of making available such Background Intellectual Property, that
Background Intellectual Property is unencumbered; and

(c) it will not encumber or otherwise deal with, dispose of or
Commercialise that Background Intellectual Property, during such time
as the Board determines it is necessary for the performance of the Activities
except with the prior approval of the Board (such approval not to be unreasonably
withheld).

21.3 The Parties acknowledge and agree that the Background Intellectual
Property shall remain the property of the Party which made the Background
Intellectual Property available for the Activities.

21.4 The Director shall maintain a register recording such Background
Intellectual Property as is made available by a Party for a Program. It shall
be the responsibility of the member or members of the Board representing that
Party to approve the register and any amendments to it.

21.5 Subject to clause 21.1, to strict compliance with this Agreement
and a Party not prejudicing the ability of the owner of Background Intellectual
Property to seek appropriate protection for Background Intellectual Property,
each Party shall have a non-exclusive royalty-free right to use any other
Party's Background Intellectual Property for the purposes of the Activities
other than Commercialisation, as approved by the Board.

21.6 A Party is free to use its Background Intellectual Property to conduct
research or training outside the scope of the Activities.

21.7 Where a Party who intends to conduct research or training outside
the Activities wishes to use Background Intellectual Property owned by another
Party, the Party so wishing to use another Party's Background Intellectual
Property shall only be permitted to do so subject to obtaining a non-exclusive
licence upon terms agreed by the Party owning that Background Intellectual
Property.

21.8 The Parties agree that they will take all necessary steps to protect
Background Intellectual Property and give each other prompt notice of any
infringement of Background Intellectual Property which comes to their attention.
Each Party agrees to give all Parties who own such Background Intellectual
Property all assistance which they may reasonably require in order to protect
that Party's Background Intellectual Property, provided that the Parties requiring
such assistance indemnify the Party providing the assistance for all reasonable
costs and expenses of so doing.

22. CENTRE INTELLECTUAL PROPERTY

22.1 Subject to this clause 22 and clause 24, all Centre Intellectual
Property developed by CSIRO shall be owned by CSIRO. All Centre Intellectual
Property developed jointly by CSIRO and DNP or by persons retained under clause
20.6 shall be owned by the Parties as tenants in common in equal shares. All
other Centre Intellectual Property shall be owned by DNP.

22.2 No Party shall deal with, Commercialise, dispose of or encumber any
interest which it might hold in Centre Intellectual Property, except as authorised
in this Agreement or with the written consent of all other Parties.

22.3 Each Party shall co-operate with each other Party and promptly do
all acts and things and execute all documents which may be necessary for the
purpose of vesting ownership of the Centre Intellectual Property in the Parties
as contemplated by clause 22.1.

22.4 Each Party shall upon request from either the Director or from any
other Party provide to the Director or that other Party information regarding
Centre Intellectual Property and shall give to the Director or other Party
access to all records and information in its possession related to the Centre
Intellectual Property.

22.5 The Parties shall use their best efforts to ensure that their respective
employees (including Seconded Personnel), agents, sub-contractors, postgraduate
students under their supervision or other persons participating in the Activities:

(b) shall promptly communicate details of it to the relevant Program
Leader; and

(c) shall promptly do all acts and things and execute all documents
necessary for the purpose of vesting ownership of the Centre Intellectual
Property in the Parties in equal shares and to otherwise give effect to
the intentions of the Parties as set out in clauses 21, 22 and 23.

22.6 Subject to a Party not prejudicing the ability of the Director to
seek appropriate protection for Centre Intellectual Property, each Party shall
have a non-exclusive royalty-free right to use the Centre Intellectual Property
for the purposes of the Activities other than Commercialisation, as approved
by the Board.

22.7 Where a Party who intends to conduct research or training outside
the Activities wishes to use Centre Intellectual Property of which it does
not have exclusive ownership, the Party so wishing to use the Centre Intellectual
Property shall only be permitted to do so subject to obtaining a non-exclusive
licence upon terms agreed by the other Parties.

22.8 The Parties shall give each other prompt notice of any infringement
of Centre Intellectual Property which comes to their attention and each Party
agrees to give a Party all assistance which it may reasonably require in order
to protect that Party's interest in Centre Intellectual Property, provided
that the Party requiring such assistance indemnifies the Party providing the
assistance for all reasonable costs and expenses of so doing.

22.9 Subject to clause 21 and clause 22.6, where a Party outside the Activities
develops further Intellectual Property based on Centre Intellectual Property
or on Background Intellectual Property, that further Intellectual Property
shall remain the property of the developing Party. Should the developing Party
require a licence from the owners of Background Intellectual Property and/or
the owners of Centre Intellectual Property in order for the developing Party
to Commercialise its further Intellectual Property, the developing Party shall
obtain a licence from the owners of Background Intellectual Property and/or
Centre Intellectual Property on terms agreed between the owners of that Background
Intellectual Property and/or Centre Intellectual Property.

22.10 If a Program Leader considers that a particular development arising
from that Program may be patentable or the subject of other forms of Intellectual
Property protection, the Program Leader shall promptly communicate details
of that development to the Executive Committee for referral to the Board through
the Director.

22.11 The Board shall decide in consultation with the Parties whether
the development warrants pursuing Patent protection, or other forms of Intellectual
Property protection, and if it does, in which countries protection should
be sought.

22.12 Unless otherwise agreed by the Board, the Director is to apply for,
maintain and prosecute any form of Intellectual Property protection decided
upon under clause 22.11.

22.13 If patenting or other registrable forms of Intellectual Property
protection of Centre Intellectual Property is pursued, it is to be in the
names of the Party or Parties by whom it is owned, as set out in clause 22.1.

22.14 The obligations of Parties to apply for Patents or any other Intellectual
Property rights in relation to Centre Intellectual Property are subject to
the following:

(a) it is the responsibility of the Executive Committee to advise
the Board of any innovative developments arising from the Activities which
the Executive Committee believes may be patentable or otherwise protectable
or which may constitute Centre Intellectual Property;

(b) none of the Parties owning patentable and other protectable
Background Intellectual Property and/or Centre Intellectual Property shall
unreasonably abandon or allow to lapse any such Patent or other Intellectual
Property applications or grants without the prior written consent of the
Board; and

(c) if the Board decides not to obtain Patent or other Intellectual
Property rights in relation to Background Intellectual Property and/or
Centre Intellectual Property in a particular country the Party who owns
the Background Intellectual Property or the Centre Intellectual Property
may obtain and maintain those rights in those countries at its own expense
and Commercialise the Background Intellectual Property and/or the Centre
Intellectual Property in those countries at its own expense and for its
own benefit without having to account to the Parties for any benefits
it receives as a result of the Commercialisation of that Background Intellectual
Property and/or Centre Intellectual Property.

22.15 Subject to clause 22.14, the Account may be drawn upon to meet all
costs associated with applying for, maintaining and prosecuting Patent or
any other form of Intellectual Property protection associated with Centre
Intellectual Property and the application, maintenance and prosecution of
any actions which may be associated with any such Intellectual Property and
such drawings shall be deemed to be expenses incurred in the performance of
the Activities.

23. COMMERCIALISATION OF CENTRE INTELLECTUAL PROPERTY

23.1 Where a Party is the sole owner of Centre Intellectual Property that
Party may propose a commercialisation strategy to the Board, and if the strategy
is a reasonable one, it shall be adopted by the Board.

23.2 Where the Centre Intellectual Property is jointly owned by the Parties,
the Board shall be responsible for the Commercialisation of Centre Intellectual
Property, and in particular:

(a) marketing the Centre Intellectual Property to industry; and

(b) seeking potential licensees of the Centre Intellectual Property
and other users of the Centre Intellectual Property for commercial purposes.

23.3 Where possible the commercialisation strategy will attempt to maximise
returns by taking into account the putting together of technology packages
made up of Centre Intellectual Property and Background Intellectual Property.

23.4 Subject to the terms of this Agreement, the Centre Agent shall pay
into the Account any royalties and/or licence fees derived by the Centre from
Commercialisation of the Centre Intellectual Property.

24. EQUITY IN THE CENTRE

24.1 CSIRO and DNP shall each hold one half of the equity in the Centre.
Subject to this Contract, all herbarium specimens acquired by the Centre shall
be owned by the Parties as tenants in common in equal shares. All other Assets
acquired by the Centre shall be owned by the parties as tenants in common
in proportion to the cash component of each Party's Annual Contribution in
relation to the total cash contribution to the Centre Account by the Parties.

PART G: PROTECTING THE RESEARCH

25. CONFIDENTIALITY

25.1 Each Party agrees that it will keep secret and confidential and not
disclose:

(a) without the prior written consent of the Board (such consent
not to be unreasonably withheld) its Background Confidential Information
or any part of it;

(b) without the prior written consent of the Board, any Centre
Confidential Information or any part of it; or

(c) any Background Confidential Information of another Party or
any part of it, to any other legal entity.

25.2 The obligations imposed on a Party by this clause shall not apply
to data or Confidential Information which:

(a) prior to disclosure is in the public domain or in published
literature or subsequent to disclosure to the Party becomes part of the
public domain or is published other than as a result of an unauthorised
act or failure to act by that Party;

(b) is received by a Party from a third party without any obligation
to hold in confidence and which has not been obtained by that third party
directly or indirectly from either Party;

(c) is independently developed by an employee or officer engaged
by the Party owing the obligation of confidentiality whilst having no
knowledge of the other Party's Confidential Information; or

(d) the Party claiming confidentiality has identified in writing
as being released from the obligation of confidentiality;

25.3 Any combination of Confidential Information shall not be deemed to
be in the public domain merely because the Confidential Information is in
a Party's possession.

25.4 Confidential Information shall not be deemed to be in the public
domain merely because it is embraced by a general disclosure in the public
domain.

25.5 The onus of showing that any of the above exceptions apply will rest
upon the receiving Party.

25.6 Each Party shall ensure that:

(a) the Confidential Information is not disclosed to any of its
officers, employees, student or agents (including Seconded Personnel and
representatives on the Board) other than those who are engaged in the
Activities;

(b) its employees to whom Confidential Information is disclosed
under clause 25.6(a) and aware of and comply with the obligations of confidentiality
as though parties to this Agreement; and

(c) any of the above mentioned employees who cease to be employed
by the Party shall continue to be bound by such obligations of confidentiality.

25.7 The obligations of confidentiality imposed on a Party shall survive termination
of this Agreement or the Party's expulsion or retirement from the Centre and
shall continue for a period of five years from the date of such termination,
expulsion or retirement.

26. PUBLICATIONS AND PUBLIC ANNOUNCEMENTS

26.1 Subject to this clause 26, a Party has the right to publish the results
of its own work (publications to include institutional affiliations of authors
as well as their affiliation with the Centre).

26.2 The Parties shall use their best endeavours to ensure nothing is
done which might prejudice the subsistence or Commercialisation of Background
Intellectual Property or Centre Intellectual Property, and in particular the
Parties shall not publish or disclose any such Intellectual Property to any
third person so as to preclude the grant of a Patent or cause the loss of
Intellectual Property in any Confidential Information.

26.3 Notwithstanding clause 26.2, the Parties acknowledge that the dissemination
of knowledge is an important function of the Centre and that publication of
books, papers, theses and other forms of dissemination of information is encouraged.

26.4 Prior to any publication the Party wishing to publish material ("the
Requesting Party") must forward a request in writing to the Director seeking
permission to publish the material.

26.5 The Director must within fourteen days of receipt of any such request notify
the Requesting Party whether permission has been granted or delayed.

26.6 If the Director determines in his/her absolute discretion that the
benefits of publication outweigh the potential loss of commercially valuable
Intellectual Property rights, then he will inform the Requesting Party that
permission to publish has been granted.

26.7 All material to which clause 26.6 applies shall be published in the
name of the Centre or in the joint names of the Centre and the Party which
developed the Intellectual Property, as agreed between the Director and the
Party.

26.8 No material which involves Background Intellectual Property shall
be published without the written consent of the Party to whom that Intellectual
Property belongs.

26.9 If the Director determines in his/her absolute discretion that the
benefits of publication do not outweigh the potential loss of commercially
valuable Intellectual Property rights then he/she will either:

(a) suggest alterations to the publication so that it does not
disclose information affecting the commercially valuable Intellectual
Property rights as aforesaid; or

(b) if altering the publication is impractical, delay publication
for a stipulated period not exceeding twelve months from the date of the
request.

26.10 If the Director fails to notify the Requesting Party of his/her
decision within one month of receipt of the Requesting Party's request, then
the Requesting Party will be entitled to proceed to publication.

26.11 A Party must not make any public announcement in relation to the
Centre or the contents of this Agreement without obtaining the prior approval
of the Board.

PART H: ALLOCATION OF RISK

27. MUTUAL INDEMNITIES

27.1 Each Party ("the indemnitor") hereby irrevocably and unconditionally
indemnifies and agrees to keep indemnified each of the other Parties and their
respective directors, officers, employees, students, agents and representatives
("the indemnitee") from and against any and all liability, loss, harm, damage,
cost or expense (including legal fees) howsoever arising that the indemnitee
may suffer, incur or sustain as a result of any act or omission of, or any
purported assumption of any obligation or responsibility by, the indemnitor
or any of its directors, officers, employees, students, agents or representatives,
done or omitted to be done, or undertaken, or apparently done or omitted to
be done or undertaken, on behalf of the indemnitee in connection with the
Centre and not authorised by or under this Agreement.

27.2 If any Party becomes liable to any other person for any tort, statutory
offence or infringement of such person's Intellectual Property committed during
the Term, except when such liability arises due to the negligence or default
of such Party or any of its officers, directors, employees, agents or representatives,
each Party shall duly discharge its proportion of such liability according
to its Contribution and shall indemnify and account to each other Party to
the extent that it does not do so.

28. INSURANCE

28.1 Each Party shall effect and maintain adequate insurance to cover
its participation in the Centre and such insurance shall cover that Party's
WorkCare (or equivalent) liabilities, third party liabilities, occupier's
liability, comprehensive motor vehicle insurance and any other item of insurance
deemed necessary by that Party to indemnify itself against any loss or damage
which it may suffer or cause due to its participation in the Centre.

28.2 A Party may act as its own insurer provided it receives the prior
written consent of all the other Parties.

28.3 Subject to clause 29.2, prior to the execution of this Agreement,
each Party shall provide to the Director, as soon as possible after the Commencement
Date, a Statement of Insurance stating the date of policy expiry and a Certificate
of Currency. Annually thereafter each Party shall provide the Director with
a Certificate of Currency of its relevant insurance policies within fourteen
days of their renewal.

PART I: CHANGING OR TERMINATING THE
RELATIONSHIP

29. RETIREMENT AND EXPULSION

29.1 Subject to the provisions of this clause 29:

(a) a Party may retire from the Centre by giving twelve months'
notice to each other Party; and

(b) a Party may be expelled from the Centre by the direction of
all members of the Board other than the representative of the Party to
be expelled provided Due Cause has been shown.

29.2 For purposes of clause 29.1, "Due Cause" shall include:

(a) failure to make Contributions when required;

(b) failure to remedy a conflict of interest to the satisfaction
of the Board;

(c) unauthorised disclosure of Confidential Information;

(d) unauthorised use or Commercialisation of Intellectual Property;

(e) proposed changes to Seconded Personnel that are likely to
adversely affect the Centre's performance;

(f) breach of any material condition of this Agreement;

(g) becoming insolvent, bankrupt or being subject to the appointment
of a mortgagee, a receiver or manager or an investigator to investigate
its affairs, or making any arrangement or composition for the benefit
of creditors or being the subject of winding up proceedings; and

(h) such other matters as the members of the Board other than
the representative(s) of the Party to be expelled may by unanimous decision
declare to be a due cause.

29.3 If a Party is expelled or retires from the Centre:

(a) it shall be relieved of its obligation to make further Contributions;

(b) it shall be required to assign its rights under this Agreement
and any other related agreement to the remaining Parties (if any) in the
manner and upon the terms directed by the Board and (except in the case
of expulsion) shall be entitled to be paid by the remaining Parties the
capital value of the interests being so assigned;

(c) it shall grant to the remaining Parties (if any) a royalty-free,
non-exclusive licence to its Background Intellectual Property to the extent
necessary to allow the remaining Parties to pursue the Activities other
than Commercialisation;

(d) it shall undertake to grant the remaining Parties (if any)
a non-exclusive licence to the Background Intellectual Property to the
extent necessary to allow the Parties to Commercialise the Centre Intellectual
Property, the terms of such licence to be agreed by that retired or expelled
Party and the remaining Parties;

(e) it shall, except for the purposes of the remaining paragraphs
of this sub-clause, cease to be a Party to this Agreement;

(f) such expulsion or retirement shall not affect the enforceability
of any other obligations of that Party or rights against that Party accrued
at that time; and

(g) such expulsion or retirement shall not relieve the Party of
the obligations imposed upon it under this clause 29 and clauses 22, 25,
26, 27, 32 and 36.

29.4 Subject to clause 29.5, retirement or expulsion of any Party shall
not relieve the remaining Parties of their obligations under this Agreement
and they shall continue to carry on the Activities and perform the terms of
this Agreement between them.

29.5 If there is only one remaining Party to this Agreement following
the retirement or expulsion of a Party under clause 29.1, the Agreement shall
be terminated.

30. ASSIGNMENT

30.1 This Agreement shall be binding upon and inure to the benefit of
each of the Parties and their successors and permitted assigns. No Party shall
sell, assign or otherwise dispose of any of its rights or obligations hereunder
without the prior written consent of the other Party.

31. NEW MEMBERS

31.1 A person may be admitted as a new member of the joint venture forming
the Centre in accordance with the reasonable directions of the Board. Without
limiting the generality of the foregoing, such directions shall require the
person to execute an agreement under which it, inter alia, agrees to be bound
by the terms of this Agreement and any other related agreement, and its allocation
of equity in the Centre. Upon execution of such agreement, the new person
shall be deemed to be a Party for the purposes of this Agreement.

32. TERMINATION

32.1 This Agreement shall terminate upon the first to occur of the following
events:

(a) the expiration of the Term of the Centre in accordance with
clause 5;

(b) the agreement by the Parties to terminate the Agreement; and

(c) the termination of the Agreement under clause 29.5.

32.2 Termination of the Agreement for any reason shall be without prejudice
to the continuing enforceability of any rights or obligations of the Parties
accrued at the time of termination.

32.3 Prior to termination of this Agreement or as soon as possible thereafter
the Parties shall meet for the purpose of agreeing upon:

(c) any change to the Parties' future obligations of secrecy with
respect to Confidential Information and future obligations of insurance;

(d) the distribution of Assets held by the Centre; and

(e) any other matter not addressed in this Agreement but requiring
resolution at that point in time.

Failing agreement on any of the above matters, such matters shall be resolved
in accordance with clause 36 and clause 37.

32.4 Unless agreed otherwise under clause 32.3, upon termination of
this Agreement the Parties shall continue to be bound by the obligations of
confidentiality and insurance and the indemnities given under this Agreement
(to the extent that these obligations are applicable to them).

32.5 A Party that has retired or has been expelled from the Centre under
clause 29 shall still be deemed to be a Party for the purposes of this clause
32 and agrees to be so bound.

33. SUB-CONTRACTING

33.1 A Party's right to sub-contract the performance of any substantial
part of the Activities shall be subject to the prior approval of the Board.

34. CHANGE OF STATUS

34.1 If at any time during the Term it is decided by the Parties that
the Centre should change from an unincorporated joint venture to another form
of legal entity, each Party shall have the opportunity to review its continuing
involvement in the Centre.

34.2 Should a Party not agree to the Centre changing its status from one
of unincorporated joint venture, such Party shall be entitled to retire from
the Centre according to the provisions of clause 29 on such terms as are agreed
to by the Parties.

PART J: CONFLICTS AND DIFFERENCES
OF OPINION

35. CONFLICT OF INTEREST

35.1 Each Party must:

(a) disclose to the other Parties actual or potential conflicts
of interest which may exist or might reasonably be thought to exist between
the interests of the Party or its Seconded Personnel and the interests
of the other Parties in the Centre;

(b) at the request of the other Parties or any of them, take such
steps as are necessary and reasonable to remove any conflict of interest
referred to in paragraph (a); and

(c) not carry on or be interested in any business or activity
which may operate to the detriment of the Centre.

35.2 If a Party cannot remove a conflict of interest as required by this
clause 35 then it may be expelled under clause 29.

35.3 Each Party warrants to the other Parties that to the best of its
knowledge, at the Commencement Date no conflict of interest exists which is
likely to affect the performance of its obligations under this Agreement.

36. SETTLEMENT OF DISPUTES

36.1 The Parties acknowledge that the Parties shall, without delay and
in good faith, attempt to resolve any dispute or difference which may arise
between them in relation to the Agreement prior to commencing arbitration
proceedings under this Agreement.

36.2 Should any Party require resolution of a dispute or difference with
another Party in relation to this Agreement it undertakes to do so in accordance
with the succeeding provisions of this clause. Each Party acknowledges that
the compliance with these provisions is a condition precedent to any entitlement
to a claim, relief or remedy, whether by way of proceedings in a court of
competent jurisdiction or by arbitration proceedings under this Agreement
or otherwise in respect of such dispute or difference.

36.3 If any Party requires resolution of a dispute or difference:

(a) that Party must by Notice notify the Party causing the dispute
that a dispute exists and forthwith submit such dispute or difference
to the Board for resolution;

(b) if the Board is unable to resolve the dispute or difference
within a reasonable time, a meeting shall be convened forthwith between
senior representatives of the disputing Parties not being members of the
Board for resolution of the dispute or difference; and

(c) if the dispute or difference is not resolved by the persons
referred to in paragraph (b) above, within such time as they agree but
not being more than sixty days, the provisions of clause 37 shall apply.

37. ARBITRATION

37.1 In the event of any dispute or difference arising between the Parties
to this Agreement which can not be resolved between them in accordance with
clause 36, and which does not impinge upon a question of law or call for the
rectification of this Agreement, such dispute shall forthwith be referred
for determination at Canberra in the Australian Capital Territory, by an arbitrator
agreed on by the Parties to the dispute or difference. If such Parties are
unable to agree upon an arbitrator the matter shall be dealt with in accordance
with the laws relating to expedited commercial arbitration for the time being
in force in the Australian Capital Territory.

PART K: OTHER MATTERS

38. FORCE MAJEURE

38.1 Where a Party is unable, wholly or in part, by reason of force majeure,
to carry out any obligation under this Agreement, and that Party:

(a) gives each other Party prompt notice of that force majeure
including reasonable particulars, and, in so far as known, the probable
extent to which it will be unable to perform or be delayed in performing
that obligation;

(b) uses all possible diligence to remove that force majeure as
quickly as possible,

that obligation is suspended so far as it is affected by force majeure during
the continuance of that force majeure and that Party shall be allowed a reasonable
extension of time to perform its obligations.

38.2 If after a period of six months, the force majeure has not ceased,
the Parties shall meet in good faith to discuss the situation and endeavour
to achieve a mutually satisfactory resolution to the problem.

38.3 The requirement that any force majeure must be removed with all possible
diligence does not require the settlement of strikes, lockouts or other labour
disputes or claims or demands by any government on terms contrary to the wishes
of the Party affected.

38.4 In this Agreement, "force majeure" means an act of God, strike, lockout
or other interference with work, war (declared or undeclared), blockade, disturbance,
lightning, fire, earthquake, storm, flood, explosion, governmental or quasi
governmental restraint, expropriation, prohibition, intervention, direction
or embargo, unavailability or delay in availability of equipment or transport,
inability or delay in obtaining governmental or quasi governmental approvals,
consents, permits, licenses, authorities or allocations, and any other cause,
whether of the kind specifically enumerated above or otherwise which is not
reasonably within the control of the Party affected.

39. CLAUSE SEVERANCE

39.1 Any provision of this Agreement that is held void by a court of competent
jurisdiction or is voidable by a Party or is or becomes at that time unlawful
or unenforceable shall, to the extent to which it is void or voidable or is
unlawful or unenforceable, be deemed to be excised from and not form part
of this Agreement, without affecting the validity or enforceability of the
remaining provisions to the fullest extent permitted by law or in equity.

40. WAIVER

40.1 A waiver by a Party of any rights arising from a breach or non-observance
by any other Party of a term of this Agreement shall not be taken to operate
in any way as a waiver of any rights arising from any subsequent continuation
of that breach or non-observance, or any further or other breach or non-observance
of the same or any other term.

41. GOVERNING LAW

41.1 This Agreement shall be governed by and construed in accordance with
the law for the time being in force in the Australian Capital Territory.

42. USE OF NAMES AND LOGO

42.1 Subject to clause 42.2, a Party may only use the name, any trademark
or logo of another Party if it first obtains written consent from that other
party, which consent may include conditions imposed by that other Party.

42.2 In any literature, display or publication depicting the Activities of the
Centre, the Centre logo or the Centre logo and the logos of each Party are to
be used together.

43. GOODS AND SERVICES TAX (GST)

43.1 The Parties acknowledge and agree that any tax, levy or other similar
payments, including without limiting the generality thereof, goods and services
taxes, levied by the Commonwealth or a State Government in respect of goods
or services provided by the Parties, whether pursuant to this Agreement or
pursuant to a licence or other contract contemplated by this Agreement ("a
Levy or Tax") shall by borne by the Party or Parties supplying those goods
or services.

43.2 Each Party in receipt of goods and services from the Centre indemnifies
and agrees to keep the Centre indemnified in respect of any Levy or Tax imposed
on the Centre in respect of the goods and services provided to itby
the Centre.

43.3 The Parties agree to do all things, including but not limited to
the provision of invoices and other documentation, that may be necessary or
desirable to enable or assist the other party to claim any credit, set-off,
rebate or refund in relation to any Levy or Tax paid or payable pursuant to
this clause.

43.4 The Parties further agree that any Levy or Tax paid by them shall
not be taken into account in determining the value of Contributions for the
purposes of this Agreement.

43.5 Any credit, rebate or refund due to or received by the Centre in
relation to any Levy or Tax paid or payable by the Centre shall be apportioned
by the Centre pro rata as between the relevant Parties responsible for the
Levy or Tax.

44. NOTICES

44.1 Any notice, request, consent or other communication in connection
with this Agreement:

(a) must be in writing; and

(b) must be left at the address of the addressee, or sent by prepaid
ordinary post (airmail if posted to or from a place outside Australia) to
the address of the addressee or sent by facsimile to the facsimile number
of the addressee which is specified in this clause or if the addressee has
in writing notified another address or facsimile number then to that address
or facsimile number.

44.2 The address and facsimile number of each Party is:

In the case of DNP:

Director of National Parks and Wildlife
John Gorton Building
King Edward Terrace
Parks ACT 2600

44.3 A notice, request, consent or other communication takes effect from
the time it is received unless a later time is specified in it.

44.4 A notification of change of address shall not take effect until each other
Party notifies the Party changing its address that the notice of change of address
has been received.

44.5 A letter or facsimile is taken to be received:

(a) in the case of a posted letter, on the third (seventh, if
posted to or from a place outside Australia) day after posting; and

(b) in the case of a facsimile, on production of a transmission
report by the machine from which the facsimile was sent which indicates
that the facsimile was sent in its entirety to the facsimile number of
the recipient PROVIDED THAT where transmission is completed after 5.00pm
on a business day or is sent on a day that is not a business day, the
message will not be deemed to have been received until the next business
day.

45. ENTIRE AGREEMENT

45.1 This Agreement, including the Attachments hereto (and when executed
any agreements or licences contemplated under this Agreement) shall set forth
the entire agreement between the Parties and any parties who have in the past
or who are now representing either of the Parties, and shall merge all discussions
between them on the subject matter of this Agreement. There shall be no understandings,
promises, terms, conditions (including representations and warranties) oral
or written, expressed or implied, other than those contained in this Agreement.

46. AMENDMENTS

46.1 This Agreement may not be changed, modified or waived except by an instrument
in writing signed by all Parties.

SCHEDULE A CONTRIBUTIONS

[Financial figures not available on web]

[Schedule date: 14 April 2000]

Equipment and Premises - as detailed in Schedule B.

Seconded Personnel - as detailed in Schedule C.

Background Intellectual Property

CSIRO

The Economic Plants of Australia dataset

The Australian Tropical Rain Forest Information System dataset

The EUCLID identification system dataset

The Australian National Herbarium Specimen Information Register (ANHSIR)
containing data on accessions of the herbarium

The Australian Plant Name Index (APNI) including CAVP dataset enhanced since
1993

The Integrated Botanical Information System (IBIS), which contains data
on Plant Names accessions of the Herbarium, the Living Collections, the photographic
collection and bibliographic material enhanced since 1993

[Note : An accession comprises the mounted or packaged dried
specimen and associated material such as wood samples, separated fruit, spirit
preserved material such as flowers, slides, photographs and living material.
Each accession has associated specimen label information derived from field
notes.]

SCHEDULE B PREMISES AND EQUIPMENT

[Schedule date: 14 April 2000]

Premises

DNP

The Herbarium, and office/laboratory accommodation (currently one office
and one laboratory) in the Botany Building on the Australian National Botanic
Gardens (ANBG) site at Black Mountain is available for use by the Centre.

The glasshouses built on CSIRO site (currently used for orchid research)
are available for use by the Centre.

3 glasshouses and temperate shade area on the ANBG site are available for
use by the Centre.

CSIRO

The Herbarium (building 502 plus 502A), the herbarium annex (building 65),
the molecular laboratory plus the genetics resources offices (part of building
73) at the CSIRO Black Mountain site, and the herbarium and associated laboratory
and offices at the Atherton site, are available for use by the Centre.

The glasshouses, shadehouse and phytotron space currently used by Program
U of the Division of Plant Industry are available for use by the Centre.

Equipment

DNP

Existing furniture, fittings and laboratory equipment situated in the premises
are available for use by the Centre. All items have barcoded labels identifying
them as DNP assets.

One ANBG Field/Research vehicle is available for use by the Centre.

CSIRO

Existing furniture, fittings and laboratory equipment situated in the premises
are available for use by the Centre. All items are identified as CSIRO assets.
Vehicles allocated to Program U are also available for use by the Centre.

Access

Centre personnel are granted access to the following facilities:

DNP

Computer network and associated hardware at ANBG.

DNP Network and data bases.

Library at the ANBG.

ANBG Living Collections.

ANBG photographic collection.

Research glasshouses at ANBG and CSIRO site.

CSIRO

Computer network and associated hardware at the CSIRO site.

Library at the CSIRO Black Mountain site including material housed in
the herbarium buildings.

Glasshouses for research and CSIRO Plant Industry glasshouse services
facilities.

The curatorial, educational and research activities of the Centre are organised
into five major programs, the objectives of which are detailed below.

Biodiversity of the Australian Flora  Systematics, Biogeography and
Evolution

This program involves research into the taxonomy, systematics, evolution and
phylogeny of the Australian flora, to determine the diversity, distribution,
relationships and genetic systems of native genera and species, as a contribution
to the documentation of Australias biodiversity. The program concentrates
on nationally and economically important groups, for which we have developed
some innovative electronic products disseminating results of the research.

Conservation Biology and Utilisation of the Australian Flora

This program conducts research into the population dynamics, genetic diversity
and coevolutionary relationships of several indigenous species, and the ecological
threats to biodiversity that fire, disease, invasive species and ecosystem fragmentation
pose. The results are applied to the management and restoration of endangered
species and ecosystems in Australia. An additional research aim is to improve
the sustainable use of Australian plants by identifying, conserving and developing
selected indigenous species as sources of genes for crop improvement.

Australian National Herbarium: Research Collections and Services

This program maintains the scientific collections of the Australian National
Herbarium to the highest curatorial standards and further develops the taxonomic
and geographic representativeness of the collections of Australian and biohistorically
related floras as a permanent record of Australian plant diversity. The collection
is a resource for research on those floras, and for the provision of high quality
botanical information to a range of users - national and international. This
program also provides a range of scientific information and identification services
to professional clients and the public. This includes provision of services
to maintain the scientific authenticity of the collections of the ANBG, including
the development and curation of voucher specimens.

Botanical Information and Network Management

This program develops and manages flexible and effective databases and applications
of botanical information based on taxonomic, nomenclatural, distributional,
voucher and rarity data, made accessible through a variety of ways to researchers,
government and the public, at local, national and international levels. It provides
a national focus for, and plays a coordinating role in, botanical data management
through the development of community data and information standards and the
exchange of data between institutions and provides national representation in
international botanical information projects. The infrastructure and activities
of this program provide the link between the research collections and activities
of the Australian National Herbarium and the scientific authenticity of collections
of the Australian National Botanic Gardens.

Education, Publicity and Community Liaison

This program includes the major out-reach activities of the Centre, including
tertiary level training in herbarium and research laboratory techniques and
input into secondary level education programs through the ANBGs Education
Centre and CSIROs Green Machine and Double Helix Club. Publicity for the
Centres activities, outcomes and products draws on the resources of CSIRO
Plant Industrys Visual Resources Unit and the display facilities of the
ANBG. Community liaison involves the participation of volunteers within the
Centre and a range of extension activities external to the Centre. The latter
include participation in species recovery plans, assistance to community groups
undertaking environmental projects, and the provision of a plant identification
facility and service at the ANBGs Visitor Information Centre.

SCHEDULE E BUDGET 1999/2000

[Financial figures are not available on the web]

[Schedule date: 14 April 2000]

Equipment and Premises - as detailed in Schedule B.

Seconded Personnel - as detailed in Schedule C.

Background Intellectual Property

CSIRO

The Economic Plants of Australia dataset

The Australian Tropical Rain Forest Information System dataset

The EUCLID identification system dataset

The Australian National Herbarium Specimen Information Register (ANHSIR)
containing data on accessions of the herbarium

The Australian Plant Name Index (APNI) including CAVP dataset enhanced since
1993

The Integrated Botanical Information System (IBIS), which contains data
on Plant Names accessions of the Herbarium, the Living Collections, the photographic
collection and bibliographic material enhanced since 1993

[Note : An accession comprises the mounted or packaged dried
specimen and associated material such as wood samples, separated fruit, spirit
preserved material such as flowers, slides, photographs and living material.
Each accession has associated specimen label information derived from field
notes.]

The Seal of the Director of National Parks and )
Wildlife was hereto affixed in the presence of: )